Code of Conduct

for Metawell GmbH and its employees

I. Object and Scope

This code of conduct is a guideline which applies to all the business activities of Metawell GmbH and sets clear standards with regard to integrity and proper business dealings. It is binding on all employees of Metawell GmbH. Employees are required to exercise their judgement responsibly with circumspection and be guided by honesty, reliability and probity. No employee may misuse his position for personal advantage nor promote or tolerate behavior that does not accord with this Code of Conduct. Advisors, representatives, dealers, suppliers and other individuals working on behalf of Metawell GmbHare also expected where possible to abide by this Code of Conduct. Moreover, they are encouraged to transfer these requirements to their supply chain and to monitor the compliance for all relevant subcontractors. The compliance with this Code of Conduct is an important criterion taken into account by Metawell GmbH when selecting its suppliers.

II. Compliance with Applicable Law

Every employee shall be required to comply with the statutory regulations of the jurisdiction within which he or she is operating. If in doubt, he or she should seek legal advice. This Code of Conduct deals below with legal and other areas which Metawell GmbH considers to be particularly important.

III. Employees

Cooperation should take place on basis of decency, mutual respect, fairness and trust. Open communication is to be undertaken at all times -freedom of opinion and freedom of speech are respected and tolerated. Personal insults or sexual harassment will not be tolerated. Due consideration is to be paid to protecting each employee’s private life. The selection and promotion of employees is to be based on their suitability for the proposed activi-ty, regardless of race, age, gender, nationality, religion, sexual orientation or invalidity/ disability. Health and safety of employees in the workplace must be given the utmost attention.

IV. Open, fair Competition

Metawell GmbH is committed to fair and open competition in world markets. Anti-competitive price or market-sharing agreements with competitors or the abuse of a dominant market position are not allowed.

V. Granting or Receiving Improper Advantages

In the course of business or when dealing with authorities, no employee may procure, whether directly or indi-rectly, improper advantages for business partners, their employees or officials. Nor may an employee solicit or accept any improper advantages from business partners. An advantage is improper if its nature or extent is likely to influence the recipient’s actions and decisions.

VI. Conflicts of Interest

Employees should avoid situations in which personal interests conflict with the discharge of their duties within Metawell GmbH. Should such a conflict of interests occur, the employee must inform his or her superior. In particular, employees are forbidden from acquiring an interest in competitors, suppliers or customer or act-ing on their account. Exceptions to this are investments in companies listed on the Stock Exchange.

VII. Protection of Business Secrets

Every employee shall be obliged to treat as confidential commercial information about Metawell GmbH or its business partners that has not been placed in the public domain, to take precautions against unintentional dis-closure and only to use information inasmuch as it is in the interest of the business. Employees are forbidden to procure third parties‘ business secrets illegally. Metawell GmbH respects the intel-lectual property rights and trademarks of every party and protects it from unauthorized access. Effective measures are to be taken to ensure data security and protect personal rights when exchanging information by electronic means.

VIII. Protection of assets

Metawell GmbH provides its employees with the necessary tangible assets, for example buildings, facilities and equipment, and also with other assets, for example supplies, liquidity, trademark-rights and know-how, to per-form their duties. Employees are to treat these tangible and other assets with care and protect them from loss, theft or damage. It is a cardinal principle that the tangible assets and other assets belonging to Metawell GmbH may only be used for business purposes. Private use only is permitted if prior consent has been obtained.

IX. Health, Safety and the Environment

Metawell GmbH pledges itself to avoid damage to people, property and the environment in all its business activi-ties. The certifications according to ISO 14001 and DIN ISO 45001 provide the framework and support constant further development to improve the working environment. Metawell GmbH advocates responsible, considerate treatment of the environment and natural resources. This applies in particular to developing and using new products and manufacturing technologies, as well as to sourc-ing raw materials.

X. Money Laundering

Metawell GmbH supports worldwide measures to combat money laundering. Employees are to observe the necessary precautions, especially if the business partner provides incomplete information or makes large pay-ments in cash.

XI. Forced and child labor, human rights and discrimination

Metawell GmbH does not practice any child or forced labor in its companies. Metawell GmbH respects human rights and does not discriminate based on age, gender, religion or origin and takes an open approach when it comes to its employees with disabilities.

XII. Implementation

The General Management of Metawell GmbH is to take reasonable measures to ensure that employees are aware of and observe this Code of Conduct. Employees must report any breach of the Code of Conduct to the relevant executive management or to the head office of Metawell GmbH. The confidentiality of these reports will be respected as far as possible. Reprisals against an employee who has reported a breach of the Code of Conduct in good faith will not be tolerated. Violation of this Code of Conduct by an employee may result in measures being taken under Industrial law, cul-minating in termination of employment and other legal measures. Consultants, representatives, dealers, suppliers or other persons who work for Metawell GmbH are responsible for notifying Metawell GmbH of any questions, concerns or moral or compliance conflicts.